-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LxfH7NbvfN/s5vm5CWOTDwLDddjRtZtEaoJzIZ8VH46iFbNMjAWsi/kkyX/0DFlN m5RChYLKOs7lcyrbGYTPxw== 0000908645-98-000110.txt : 19980617 0000908645-98-000110.hdr.sgml : 19980617 ACCESSION NUMBER: 0000908645-98-000110 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980616 SROS: NONE GROUP MEMBERS: ELLIOTT ASSOCIATES LP GROUP MEMBERS: MARTLEY INTERNATIONAL, INC. GROUP MEMBERS: PELLEGRINO IRREVOCABLE INSURANCE TRUST GROUP MEMBERS: THOMAS J. ABBENANTE GROUP MEMBERS: WESTGATE INTERNATIONALM L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVAMETRIX MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000310450 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 060977422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-30315 FILM NUMBER: 98648933 BUSINESS ADDRESS: STREET 1: 1 BARNES INDUSTRIAL PARK RD CITY: WALLINGFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 203-265-77 MAIL ADDRESS: STREET 1: 1 BARNES INDUSTRIAL PARK ROAD CITY: WALLINGFORD STATE: CT ZIP: 06492 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: ELLIOTT ASSOCIATES LP STREET 2: 712 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* NOVAMETRIX MEDICAL SYSTEMS INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 669870 10 7 (CUSIP Number) Paul Jacobs, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 12, 1998 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). SCHEDULE 13D CUSIP NO. 669870 10 7 PAGE 2 OF 11 PAGES 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P., a Delaware limited partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 129,475 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 129,475 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,475 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! -2- SCHEDULE 13D CUSIP NO. 669870 10 7 PAGE 3 OF 11 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Westgate International, L.P., a Cayman Islands limited partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 129,525 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 129,525 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,525 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! -3- SCHEDULE 13D CUSIP NO. 669870 10 7 PAGE 4 OF 11 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martley International, Inc., a Delaware corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 129,525 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 129,525 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,525 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! -4- SCHEDULE 13D CUSIP NO. 669870 10 7 PAGE 5 OF 11 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas J. Abbenante 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 101,625 (including shares held by SHARES Insurance Trust) BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 186,121 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 101,625 (including shares held by Insurance Trust) 10 SHARED DISPOSITIVE POWER 186,121 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 287,746 (including shares held by Insurance Trust) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! -5- SCHEDULE 13D CUSIP NO. 669870 10 7 PAGE 6 OF 11 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pellegrino Irrevocable Insurance Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 7 SOLE VOTING POWER NUMBER OF 50,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 50,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! -6- SCHEDULE 13D CUSIP No. 669870 10 7 ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by deleting Louis P. Pellegrino Family Trust (the "Family Trust") as a person filing this statement on Schedule 13D, and all references to Reporting Persons shall not include the Family Trust. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds used by Elliott in making purchases of Common Stock beneficially owned by it are set forth below: SOURCE OF FUNDS AMOUNT OF FUNDS Margin accounts maintained at Goldman Sachs, Merrill Lynch, Paine Webber, Prudential and Smith Barney $1,010,965.89 The source and amount of funds used by Westgate in making purchases of Common Stock beneficially owned by it are set forth below: SOURCE OF FUNDS AMOUNT OF FUNDS Margin accounts maintained at Goldman Sachs, Merrill Lynch, Paine Webber, Prudential and Smith Barney $1,012,339.63 The source and amount of funds used by Abbenante in making purchases of Common Stock beneficially owned by it are set forth below: SOURCE OF FUNDS AMOUNT OF FUNDS Margin account maintained at Brean Murray & Co., Inc. $415,841.15 ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended by adding the following: On June 10, 1998, at the invitation of the Board of Directors of the Issuer, certain representatives of Elliott Associates, L.P. (the "Representatives") met with the Board. During such meeting, various members of the Board of Directors of the Issuer disagreed with the Representatives' characterization of the past and current performance of the Issuer. The Board of Directors did, however, express views consistent with those of the Reporting Persons regarding various strategic alternatives to grow the Company's business and increase stockholder value. On June 12, 1998, counsel to Elliott received a copy of a letter dated June 11, 1998 addressed to Thomas J. Abbenante from Peter J. Pellegrino (who is an employee of the Issuer and the co-trustee under the Family Trust) which states that Mr. Pellegrino does not agree that the Family Trust should be a member of a group consisting of itself and the Reporting Persons. In addition, contrary to the -7- Reporting Persons' original belief regarding Mr. Pellegrino's position, Mr. Pellegrino states in such letter that he does not agree that the shares of Common Stock owned by the Family Trust (the "Family Trust Shares") should be voted in favor of the agenda of the Reporting Persons. Although the Family Trust Shares are deemed to be beneficially owned by Mr. Abbenante because he has shared voting power with respect to such shares, since Mr. Pellegrino has indicated that he does not agree that such shares should be voted in favor of the agenda of the Reporting Persons, as long as Mr. Pellegrino retains such view, the Family Trust Shares will not be voted in favor of the Reporting Persons' agenda and, therefore, the Family Trust has been deleted as a Reporting Person. In light of these developments, the Reporting Persons are re-evaluating their intentions with respect to the matters previously described in Item 4 of the Schedule 13D and their investment in the Issuer, but reserve their rights to pursue their previously stated objectives and, depending upon market conditions and other factors that may be deemed material, to purchase additional shares of Common Stock in the open market, in private transactions or by any other permissible means if deemed advisable, or may dispose of all or a portion of the shares of Common Stock that are presently owned or hereafter acquired. Other than as described in this Item 4, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (A) Elliott beneficially owns 129,475 shares of Common Stock, constituting approximately 1.5% of the outstanding shares of Common Stock. Westgate and Martley beneficially own 129,525 shares of Common Stock, constituting approximately 1.5% of the outstanding shares of Common Stock. Abbenante beneficially owns 287,746 shares of Common Stock, constituting approximately 3.2% of the outstanding shares of Common Stock. The shares of Common Stock beneficially owned by Mr. Abbenante are comprised of 51,625 shares of Common Stock owned by Mr. Abbenante, 186,121 shares of Common Stock beneficially owned by the Family Trust (which includes 135,121 shares of Common Stock underlying certain warrants to purchase shares of Common Stock at an exercise price of $0.89 per share) and 50,000 shares of Common Stock owned by the Insurance Trust. Although the Family Trust Shares are deemed to be beneficially owned by Mr. Abbenante by reason of his shared voting power, as long as Mr. Pellegrino retains the view described in Item 4 above, the Family Trust Shares will not be voted in favor of the Reporting Persons' agenda and, therefore, the Family Trust has been deleted as a Reporting Person. See Item 4 above. The Insurance Trust beneficially owns 50,000 shares of Common Stock, constituting approximately 0.6% of the outstanding shares of Common Stock. The Reporting Persons together beneficially own 546,746 shares of Common Stock (including the Family Trust Shares, over which Mr. Abbenante has shared voting power - (See Item 4)), constituting approximately 6.1% of the outstanding shares of Common Stock. Each of Elliott, Westgate and Martley disclaims beneficial ownership of any and all shares of Common Stock beneficially owned by any of the -8- other Reporting Persons. Abbenante disclaims beneficial ownership of any and all shares of Common Stock beneficially owned by any of Elliott, Westgate and Martley. The Insurance Trust disclaims beneficial ownership of any and all shares of Common Stock beneficially owned by any of the other Reporting Persons. However, the Reporting Persons may nevertheless be deemed to constitute a group by reason of their acting together for the purposes set forth in Item 4 above. All percentage calculations are based upon 8,812,993 shares of Common Stock issued and outstanding as of February 28, 1998, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended February 1, 1998. (B) Elliott has the power to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock beneficially owned by it. Westgate has the shared power with Martley to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock owned by Westgate. Information regarding each of Westgate and Martley for the purposes of this subparagraph (b) of this Item 5 is set forth in Item 2 above and expressly incorporated by reference herein. Abbenante has the power to vote or direct the vote of, and to dispose of or direct the disposition of, the 51,625 shares of Common Stock owned by him directly. Abbenante has the shared power with Mr. Pellegrino to vote or direct the vote of, and to dispose of or direct the disposition of, the Family Trust Shares. Although the Family Trust Shares are deemed to be beneficially owned by Mr. Abbenante by reason of his shared voting power, as long as Mr. Pellegrino retains the view described in Item 4 above, the Family Trust Shares will not be voted in favor of the Reporting Persons' agenda and, therefore, the Family Trust has been deleted as a Reporting Person. Abbenante has the power to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock beneficially owned by the Insurance Trust. (C) A summary of the transactions effected by each of the Reporting Persons since May 15, 1998 (the date of the last filing of the statement on Schedule 13D) is set forth on Exhibit A attached hereto. These transactions were effected by the Reporting Persons on the Nasdaq National Market. No other transactions were effected by any of the Reporting Persons since May 15, 1998. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A-Item 5(c): Transactions Effected During the Past 60 Days Not Previously Reported -9- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JUNE 15, 1998 (Date) ELLIOTT ASSOCIATES, L.P. By: /S/ PAUL E. SINGER Name: Paul E. Singer Title: General Partner WESTGATE INTERNATIONAL, L.P. By: MARTLEY INTERNATIONAL, INC., as Investment Manager By: /S/ PAUL E. SINGER Name: Paul E. Singer Title: President MARTLEY INTERNATIONAL, INC. By: /S/ PAUL E. SINGER Name: Paul E. Singer Title: President /S/ THOMAS J. ABBENANTE Thomas J. Abbenante PELLEGRINO IRREVOCABLE INSURANCE TRUST By: /S/ THOMAS J. ABBENANTE Name: Thomas J. Abbenante Title: Trustee -10- EXHIBIT A ITEM 5(C): TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS NOT PREVIOUSLY REPORTED Amount of Approximate Price per Reporting Date of Shares Acquired Share (exclusive of PERSON TRANSACTION SECURITY (DISPOSED) COMMISSIONS) Elliott 5/20/98 Common Stock 1,625 $8.37 5/28/98 Common Stock 700 $7.25 6/1/98 Common Stock 800 $7.31 Westgate 5/20/98 Common Stock 1,625 $8.37 5/29/98 Common Stock 500 $7.31 6/1/98 Common Stock 800 $7.31 Abbenante 5/11/98 Common Stock(1) 5,000 $0.89 5/20/98 Common Stock 3,250 $8.37 (1) Acquired upon the exercise of warrants. -1- -----END PRIVACY-ENHANCED MESSAGE-----